Venom: Part 2
by OptimusPhillip
Summary: I theorize the future Amazing Spider-Man films. In Part 2 of Spider-Man's conflict with Venom, they are forced to put aside their differences when another man obtains more power than the two of them combined, A man with a powerful connection to Spidey's past. Rated T for violence, murder, brief references to drug use, and potentially scary images
1. Chapter 1

Spider-Man swung through the city in search of his latest adversary, Venom, whom he fought earlier that night. He searched throughout the city but couldn't find anything. He was about to swing back home when his police-grade equipment registered a silent alarm going off at a convenience store. He touched down at the convenience store and found much to his surprise that the robber bore a striking resemblance to the man who killed his uncle. He wasn't going to jump to any conclusions until he saw the man's left wrist.

"There's a star tattoo on his left hand." he remembered the police officer at his house saying the night Uncle Ben died. Spider-Man pushed the man up against the wall and pulled back the left sleeve of his shirt. He looked at the wrist, he clearly saw a black star.

"You," said Spider-Man, "you killed him!" He threw threw the man down. He tried to escape down the alley, but Spider-Man followed him. He threw punches and kicks and shot webs at him, sometimes drawing blood. He was flat out whaling on this man until he came to his senses and stopped.

Why am I trying to kill a man again? He thought. Then he turned the man over to the police.

"If it's okay to ask," said Spider-Man, "who is he?"

"His name is Cletus Kasady," said the officer, "a serial killer guilty of 11 murders and a prime suspect for 12 others. His most recent murder was that of Benjamin Parker in Queens in March 2012."

"Okay, thank you officer." And Spider-Man swung away, not noticing the black splotch near a cut on Kasady's right arm.


	2. Chapter 2

The sun had barely risen the next morning when Peter and Mary Jane woke up on a web hammock Peter made the night before for them.

"MJ," said Peter, "it's 5:15, you might want to get dressed now if you want to get home before your aunt wakes up."

"Okay." MJ replied. And they got dressed, hopped on Peter's moped, and rode off.

Peter dropped off MJ at her aunt's house and went back to his aunt's house next door. He had his breakfast and put on his Spider-Man suit, the red and blue one at MJ's request, and went off in search of Venom again.

However everywhere he looked he saw no trace of Venom at all. He was about to turn back but he heard an alarm go off at the bank. He touched down and saw that the robber was Black Cat, whom he had fought the night he met Venom.

"Hello, Spider-Man." she said with her voice's characteristic purr.

"Hello, Black Cat." he replied, "I need to get this over with, I have to catch my new arch-nemesis."

"Sounds like fun. To tell you the truth I just steal for the thrill, I couldn't care less about the loot. But this sounds even more exciting."

"Okay, I guess, but after this you're going to jail. He looks a lot like me but the web pattern is distorted and his limbs are all veiny and-" Before Spider-Man could finish he heard a car hurtling towards him and jumped out of the way, pulling Black Cat along with him using a web. Spider-Man turned around and saw who had thrown the car. He looked like Venom but he was red.

"That him?" Black Cat asked.

"No," Spidey said, "although he is very similar, Venom is black, this guy is red."

"Doesn't matter, let's take that thing down. Could be just as thrilling."

"Agreed, except for the part about the thrill. Venom or not that thing is dangerous." Spider-Man ran at the monster and tried to punch it. However, it shot a web and threw him into a wall.

"Wow," Spider-Man said, groaning a little with the pain, "you don't just look like Venom, you're as strong as him, I dare say even stronger. You can even keep my spider-sense from going off like he can. The question is who are you and what connection do you have to Venom?"

"I am Carnage. I am the spawn of Venom."

"Wait, the spawn of Venom?"

"Yes, as the only place primitive Gakaian symbiotes could mate was infested with Xenophages, the symbiotes' only natural predator, we evolved to reproduce asexually."

"Okay, but who's the host and how did they get the symbiote?"

"You gave me the symbiote." said Carnage. And his face changed to that of, to Spider-Man's surprise, Cletus Kasady.

"When did I give you the symbiote?" Spider-Man said.

"Remember when you tried to kill me?" said Kasady,

"Yes."

"Well that was because the symbiote was on you. It split off the web that was used to tie you up. It was the nine hundred and ninety-ninth symbiote in its family since the last mental instability in the lineage, so it's a little unstable, if it hadn't left you for me, which is how it got to me, you would have killed me. Venom was slightly unstable, but it was controllable, that's why you came to your senses while it was still on. With Carnage, it's nearly impossible to control it. The only way to do so is to create a cellular bond like I did, where it enters the blood and enters into every cell, including the brain cells. That also means I can alter the arrangement of my cells."

"What does that mean?" asked Spider-Man

"This!" Carnage reshaped his hand into an axe and slashed at Spider-Man. Spider-Man dodged the axe and swung around to knock Carnage down from behind. However Carnage sensed this and ducked, resulting in Spider-Man running into a telephone pole and Black Cat snickering (whenever Black Cat laughs it sounds a bit like a cat meowing.)

"Okay," said Spider-Man, "I take it I'm not immune to your spider-sense?"

"What was your first clue?" said Carnage

"Never mind. And just a little curious why is this symbiote red when Venom was black?"

"It mixed with my blood."

"Okay." and Spider-Man webbed up Carnage. However Carnage extended a tendril from his suit and flung a blob of symbiote from it. It reshaped itself into a throwing knife. Spider-Man caught it and it crumbled to dust in his hands. Spidey looked back and saw Carnage had broken free.

Suddenly Black Cat yelled "Behind you!" Spider-Man turned around and saw Carnage with his hand reshaped into a five-pronged pitchfork. Spider-Man jumped out of the way just as Carnage was about to stab him.

"He's too powerful!" Spider-Man said, "We have to get out of here!"

"I never thought I'd end such a thrill ride this early, but you're right." Black Cat said. And Spider-Man shot a web at a nearby ledge and Black Cat fired a grappling hook in an opposite direction. They swung off in separate ways.


	3. Chapter 3

Peter and MJ sat by the clock of the local clock tower by candlelight, the hands read 12:15, while the night sky suggests that it be A.M.

"Did you find Venom yet?" asked MJ.

"No." said Peter, "but I did find its offspring, on Uncle Ben's killer, believe it or not."

"What?"

"The night I first fought Venom I found the guy who killed Uncle Ben. Apparently a second symbiote broke off the web securing me to the bell clapper which was somewhat unstable mentally. Apparently there was a mental instability nine hundred and ninety-nine generations ago in the family, and that apparently has something to do with this. Anyway, that instability caused me to nearly kill him, I got lucky and it got off me, but it got onto him. Now it's bonded with every cell in his body and he now calls himself Carnage."

"Okay, have you figured out how to stop him?"

"Only one way. I need Venom's help."

The next day Spider-Man swung throughout the city in search of Venom. This time not (just) to bring him in, but because he needs him to stop Carnage. However after that sweep failed he decided on another approach.

Spider-Man stood at a podium with five microphones on it looking out into the crowd of the press conference.

"First of all," said Spider-Man, "I'd like to thank you for permitting me to hold this press conference and I'd like to thank all those watching for devoting your time to this brief announcement. Now, to my point, there is a serial killer augmented by a partially insane liquid-like alien on the loose. There's only one person who can help me stop it, but I can't find him on my own. So if anyone has any information on the current whereabouts of Edward Brock Jr.," the scene cut to a shot of a television set belonging to a random family showing the conference where an image of Eddie's face appeared on the screen, "please E-Mail your info the the address on the bottom of the screen." At the bottom of the screen appeared "spidermanssearchforvenom ",

"Thank you." Spider-Man said and the press conference ended.


	4. Chapter 4

Every day since the press conference Peter checked the spidermanssearchforvenom E-Mail. He got nothing on that address. However a week after the conference he received an E-Mail on his personal account from Eddie himself.

"Parker," it said, "We saw your press conference and heard you needed our help. We will help, but this will only be temporary. Once he is captured we will not hesitate to kill you."

Peter replied to the E-Mail "Where are you?"

Spider-Man went out that night to a local airport. He found a flight to Oahu, Hawaii, where Brock chose to spend the rest of his life after seemingly killing Spider-Man, and hopped on the wing.

When the plane landed hours later, Spider-Man went out in search of Venom. He found him lying in a web hammock near two duct tape hammocks.

"Hello, old friend." said Spider-Man

"Hello, current enemy." said Venom.

"The symbiote's spawn has made Uncle Ben's killer, Cletus Kasady, into a psycho killer."

"The symbiote's spawn?"

"Yes. Oh ,and what does the fact that in the lineage nine hundred and ninety-nine generations before Carnage was mentally unstable have anything to do with the psychosis?"

"Yes, in a symbiote lineage every thousand generations there is a mental instability. If and when that symbiote gives birth it will be uncontrollably crazy. When the lineage reaches 995 they start going a tad crazy, then they gradually get crazier. We were exiled from Gakaia when our instability started to get the better of us. More importantly, when did the symbiote produce offspring?"

"When you webbed me up in the bell tower." Spider-Man said. Venom sat quietly, clearly deep in thought.

"It says it cared so little about the new one it didn't even bother to tell me, thinking it was unimportant."

"Okay."

"Honestly, the symbiote doesn't want to help, but we are still more or less in control. And since we have a conscience, we'll help."

"Great." Spider-Man said and they hitched a ride on the next flight to New York.


	5. Chapter 5

Back in New York Spider-Man and Venom set out in search of Carnage. However, even though they searched through every block in the city for Kasady, they didn't find him. However they found one clue, a dead body, killed by an axe-wielder. They knew Carnage was the murderer because he left a little souvenir, some large lettering on the wall written in blood.

It read "CARNAGE RULES!". Venom sniffed it.

"Still wet" he said.

"How can you tell?" Spider-Man asked.

"The symbiote significantly augmented our senses."

"Okay. But since this doesn't give us any info as to his current whereabouts other than the fact that he was here quite recently, we have almost no clue."

"Okay. But it's still a clue, we know his killing pattern. If we follow sites like this as they appear we may be able to find him."

Ravencroft Mental Institution for the Superhuman Criminally Insane was having a normal day when suddenly Carnage attacked. He destroyed tables, broke machinery, he even killed a few inmates alongside the doctors. Leaving his signature on the wall.

"That's the spirit!" said a high-pitched woman's voice from the background, "Keep killing! Make mine murder!"

"What's this?!" said Carnage, "I seem to have acquired a cheering section! What kind of nutcase would egg me on?" Carnage followed the sound to a nearby cell, "A real winner from the looks of that reinforced door!" He tore the door off. Inside he saw a freakish woman in a straightjacket. Beautiful and ugly at the same time.

"Hey!" she said, "Why did you suddenly stop making those people give with the screams of pain and torture? I was really into those high pitched tones!"

"Wow!" he said, "Something tells me you're my kind of girl! Kill here often?"

"Name's Shriek. Now cut me free! I can't wait to join you on the slaughter circuit!"

"Why should I share my action?"

"You have nothing to lose and soooo much to gain. Besides, haven't you heard that two can kill as cheaply as one?"

Peter and MJ were out at the Chinese restaurant, waiting for the waiter to come over with their order.

"I just hope he doesn't forget the fortune cookies this time, like he did last week." MJ said.

Peter replied "This is nice. Just the two of us out for Chinese, our only concern is that the waiter will forget the fortune cookies, nothing else. Not even-" Peter was cut off as he was about to say "anything Spider-Man related." by a report coming on the radio.

"We interrupt this radio broadcast for some breaking news! There's an attack on Ravencroft Mental Institution for the Superhuman Criminally Insane in progress. One of the suspects appears similar to the masked vigilante and former police fugitive Spider-Man, however reports also indicate some apparent visual differences, such as red, veiny areas instead of blue, a wide, fanged mouth, and some distortions in the web pattern. Police advise that until and unless the assailants are subdued, all citizens stay away from RMISCI."

A moment later the waiter arrived with the food when he saw only MJ there.

"Where's your date?" the waiter asked

"He went to the bathroom." she said, "He sometimes takes a while."

"Okay. And this time I remembered the fortune cookies."

"Thanks."

However Peter was not in the bathroom, he was at a payphone calling Brock.

"Eddie," he said, "it's Peter. Did you hear the news?"

"Yes." Eddie said over the phone.

"Okay, meet me on the roof of the Daily Bugle building."

Spider-Man sat on the roof waiting for Venom to show up. Eventually he did.

"Carnage, no doubt." Venom said.

"Yes." Spider-Man said.

"Should we go in?"

"Hmmm, I don't hear any screaming in pain. Does that mean he's not still in there?"

"Not necessarily so, for all we know he's killed everyone there."

Then suddenly Venom looked up like a pointer dog who just smelled steak stuffed with sausage wrapped in bacon.

"He's gone." he said, "Or so my spider-sense tells me."

"Let's go in, If he's in there, we'll take him down. If he's not, we'll find what we can for clues."

"Okay." They went inside and found a bunch of dead doctors and inmates. They also found a reinforced cell with the door ripped off. They soon found the door. It said "Barrison, F." However they couldn't find Carnage at all. However they did manage to find his signature on the wall.

"Still the only clue we have." Venom said.

"Sometimes I wish at least once the villain would tell us his exact location." Spider-Man said.


	6. Chapter 6

"He floats through the air with the greatest of ease! The daring young man, and his most sexy squeeze!" sang Carnage as he and Shriek swung through New York, "Say, what was a sweet thing like you doing in a place like Ravencroft?"

"It was a bum rap, Carnage, my love." she replied, "I was enjoying a little harmless mass murder, when I ran into this odd couple. The guy, who was really weird, quite literally, blew my mind! The docs tried to glue it all back together, but they seemed to be missing a few necessary pieces!"

"Hate when that happens! Sounds like you have a score to settle."

"Say, what's your tale of woe?"

"I was just your average, underachieving, serial killer. I killed this old guy after robbing a convenience store a couple years ago, and his nephew, known to us as Spider-Man, just got in a fight with this guy who bonded with a living blob, which spawned a juvenile while Spidey was trapped in some of it. The baby temporarily hooked onto him until it found its way to me when we fought the other day." Suddenly Carnage saw a Spider-Man-like figure swing into an alleyway.

"I knew you'd change my luck, pretty lady! I do believe there is a spider in that alley! Let's go squash it!"

However when Carnage and Shriek touched down they didn't see Spider-Man, rather a monstrous duplicate with 6 arms, two fingers on each hand, each tipped with a sharp claw, two toes on each foot, also clawed. The face was another major giveaway, for instead of the single lens on each eye, they were compound eyes, seemingly natural. There was also a mouth not unlike those of Venom and Carnage.

"GRRRRRRRR!" the spider-monster growled.  
"Hey!" said Carnage, "That's MY line! I'm supposed to be the monster, here!"

"Correct me if I'm wrong, sweetie," said Shriek, "but this is definitely NOT your parents' Spider-Man!"

"Picky, picky!" said Carnage, "It was an honest mistake! I mean aside from me, Spidey, and Venom, exactly how many web-swinging stooges are there in the world?!" He webbed the creature to the wall.

"I-I'm-" the creature stammered.

"It's trying to speak!" said Shriek.

"I am not of this Earth." it said, "I was monitoring Earth communications for things to disguise myself as. Eventually I found the image of the one you call Spider-Man and disguised myself as him. It is through the living webs that I am translating my thoughts to your language, when it detaches I will not be able to speak."

"Interesting." said Carnage, "You also seem to be able to replicate his abilities. That makes you the perfect practice dummy for when I kill Spider-Man!" he tore the doppelganger from the wall and

"NO!" said Shriek, "Don't hurt him! He's kinda cute in a sick and utterly deranged sort of way."

"Get over it, doll!" said Carnage, "Killing is what I do!"

"Not this time!" Shriek put her hands together and sent out a sonic wave.

"A SONIC BLAST?! I didn't know you could do that!"

"Every woman likes to keep a few secrets, honey-bun. And that's not all I'd like to keep."

"Oh, alright, baby makes three. He can be of some use, I guess." So Carnage and his 'family' set off in search of Spidey.


	7. Chapter 7

Carnage and Shriek were having issues finding the Spider. Eventually Carnage gave up on their current methodology and moved on to another one.

"I always thought there was something up with Spider-Man," said a grouchy old man at his desk, the sign on which read "J. Jonah Jameson", "but I just thought it was that he sold papers! Now that he's killed the greatest businessman in the Mid-Atlantic I've figured it out!"

"Jonah!" said an African American man, "You don't have any proof he killed Osborn."

"John Jonah Jameson doesn't need proof! I have my convictions!" Suddenly he received a buzz from his secretary, Betty Brandt.

"Mr. Jameson." she said.

"What?"

"The police have found the suspects from the Ravencroft Massacre heading in this direction! They advise that we go into lockdown."

"Lockdown? They say one of the suspects was a convict! If they can break out of Ravencroft they can break in here faster than you can say-"

Jameson was interrupted by a strange voice finishing his statement. "-Make Mine Murder?" Jameson turned around to see Carnage, Shriek and the Spider Doppelganger standing in front of his office's now-broken window.

"How did you get in here?"

"My lovely 'wife' here is really good at controlling her sonic blasts' volume." said Carnage, "I'm not going to waste you just yet. I just need a front page ad!"


	8. Chapter 8

Peter sat next to Mary Jane reading his copy of the Daily Bugle newspaper. He finished reading the lead story and was about to turn the page when he noticed an editorial labeled "SPIDER-MAN CHALLENGED TO CONFRONTATION - BY J. JONAH JAMESON".

"Recently the suspected culprits of the recent massacre at Ravencroft Mental Institution for the Superhuman Criminally Insane broke into the Daily Bugle office building yesterday." Peter read, "They demanded that I write an editorial stating their challenge to Spider-Man. They want him to meet them on the roof of 1993 40th Street at noon. They say that if he refuses they will go after all that he loves." He put the newspaper down, "I have to do this."

"Are you sure?" MJ said.

"Do you want those raving lunatics breaking in here?"

"No."

"Then I have to go!" Peter left the house, not seeing MJ pull out a small white and gold box.

Spider-Man swung to the rooftop. When he arrived he was hit by a strange blast.

"Whoever fired that blast is over there." He said

Then he heard a woman's voice yell "SIC HIM!" Suddenly he was ambushed by a Spider-Man-like creature with six arms.

"RAAAAAAAAA!" It growled.

"Ooo-boy!" Spidey said, "It's some Spider doppelganger and some weird looking lady."

"You run around in web-covered spandex and think I'm weird?" said the woman.

"I have a registered trademark to protect! What's your excuse?" Suddenly the Doppelganger jumped him. Spidey was lucky enough to barely manage to leap out of the creature's path, causing it to hit its head.

I don't dare underestimate him! Spidey thought, He doesn't seem to be the world's deepest thinker, but he seems to possess enhanced variations on my powers! And who's the woman and what's her connection to this orthodontic nightmare? Suddenly the Doppelganger recovered from its concussion and swung its claws at Spider-Man.

Oh no! Spider-Man said, He recovered a lot faster than I anticipated! Spider-Man frantically attempted to dodge the Doppelganger's attacks. Then when it lunged at him he got an idea. He waited for the right time and punched the monster.

"Perfect!" Spider-Man said, "Once he committed to his leap, his own forward momentum drove him directly into my fist!" He then proceeded to keep hammering the Doppelganger.

"Stop it!" said Shriek, "You're hurting my Doppel-whatever the heck you called him!" However Shriek had little to worry about as Spider-Man let Doppelganger get too close to him and it was closing in for the kill. Luckily for the webhead, he shot a web at its foot and pulled it down.

"What do you know?" said Spider-Man, "He 'fell' for the old 'webbed foot' trick!" Suddenly Shriek fired a sonic blast at him.

"I told you to leave my Doppel alone!" she yelled.

"That's the problem with women these days," Spider-Man said, "you never appreciate good slapstick!" She proceeded to shoot her sonics at him as Doppelganger jumped at him numerous time.

I don't know which is harder to avoid-Smiley's dentures or weirdo-girl's blasts! Spidey thought. He shot webs at the Doppelganger.

"Watch out, Doppy!" said Shriek, "He's trying to wrap you in his sticky goo! Pull your middle arms back-NOW- and use your strength to toss him backwards!"

"Yeow!" said Spider-Man, "It was bad enough a half hour ago when he was just stronger and faster than me, now you're coaching him?!" Spidey tried to catch his breath but Shriek shot another blast at him. Spidey managed jumped out of the way, however.

"Oooo!" said Shriek, "I hate when you hop like that! No wonder Carnage is so hot to waste you!"

"So you are one of the ones working with Carnage." Spidey said.

"Haven't you heard? We're not just partners, we're an item!"

Great, Spidey thought, I could barely take Carnage when he was on his own, now he's got a deranged girlfriend who can zap me with sonics? I've got to go before her boyfriend shows up.

"Lights out, Lola!" he said as he jabbed her in the face, "I'd hate to be accused of harassing women, especially you being Carnage's girlfriend, but this shouldn't hurt too much!" Suddenly his Spider-sense went off and he realized he made himself an easy target for the Doppelganger. It kicked him off the roof, sending him bouncing off the walls in the alleyway in a manner to which he was not used. The Doppel growled and took the unconscious Shriek to safety.


	9. Chapter 9

Spider-Man laid unconscious on the bare ground, knowing he had just lost one of his only links to Carnage. He knew he was seriously injured, but he had no way of getting help. He thought he was a goner when suddenly he saw a sudden increase in light to his right, it was almost blinding. He turned his head the other way to avert his eyes and saw a pitch-black darkness. In the light he saw a woman in a skin-tight outfit touch down. However he could only make out her silhouette due to all the light. To his left he heard the sound of two feet touch down on the ground, the dark making him unable to see whoever landed.

"He's badly beat up, Tandy." said a deep, gravelly voice from the dark.

"I'll fix that, Ty." said the woman in the light, her voice like music. She raised her arm and acted like she was throwing something, but Spider-Man didn't see anything in her hand. Suddenly he felt a surge of energy. He soon found that his ribs, which felt almost broken before, stopped hurting as well. He also saw that he wasn't coughing up blood anymore either.

"Thank you for healing me," said Spider-Man, "but who are you?" Before they answered the light dimmed to almost normal levels, still a little bright, while the darkness lifted until it was only a little dark. Now he could tell what they looked like. The woman was tall, blonde, skinny, somewhat curvaceous, all around beautiful. She wore a crescent moon-shaped eyepiece around her right eye, and her white jumpsuit had a cross-shaped opening going down to her navel and across her chest. The other one was tall but also quite bulky. He wore a long cloak around his body, blue with black stripes not unlike the black lines on his reddish-brown face.

"I'm Cloak." said the cloaked individual.

"I'm Dagger." said the woman, "Together we are-"

They completed the sentence in unison, "-Cloak and Dagger!"

"You do know superheroes don't really do that, right?" said Spider-Man.

"Sorry," said Dagger, "We're kinda new to this."

"Okay." said Spidey, "Also, word of advice, you might not want to refer to each other by your given names when in public and in your superhero identities."

"Well, it's not so much of an issue with Tandy," said Cloak, "her mask doesn't cover any of her face."

"I'd hardly even call that a mask." said Spider-Man. Suddenly his spider-sense went off. Then suddenly Shriek and Spider-Ganger (as we will call it) landed in front of them.

"Francis?" said Cloak, "I thought I defeated you when I kept you in my dimension for a little bit!"

"You just made me worse!" said Shriek, "And it's Shriek, now!"

"I told you you shouldn't have put her there that long!" said Dagger.

"I didn't know better." said Cloak.

"Enough talk!" said Shriek. She sicced Spider-Ganger on them.

"Isn't he cute when he's bloodthirsty?" She said. Luckily Dagger struck him with some kind of light dagger. However Shriek sonic blasted them, sending both Spider-Man and Dagger into the wall. Cloak, however, due to his intangibility, was unaffected.

"Thanks for healing me, Dagger," said Spider-Man, "but I think that it wore off, either that or this wall and the sonics made them come back." Dagger got back up and started throwing more daggers at Shriek while Shriek let out some more sonics.

"Get Spider-Man inside!" said Dagger, "He's in no condition for this!"

"Yes, Dagger." said Cloak. He pulled Spider-Man into his cloak and ran into a nearby church.


	10. Chapter 10

Spider-Man woke up on the altar in a church when his spider-sense went off. The Spider-Ganger jumped in through the window and jumped Spider-Man. However he managed to kick him off. The Ganger was closely followed by the still dueling Shriek and Dagger. Not long after they heard a deranged laugh, one Spider-Man instantly recognized as that of Carnage, who soon burst in the door.

"Hope you two didn't start dinner without me." he said, "You did good, Shriek, now I can stop hunting for Spider-Man and start killing him!" Spider-Man tried fleeing up the wall, but Carnage blocked him with a caged wall made from his hand, forcing him back down. However Spider-Man jumped off the wall and pinned him, but Carnage threw him off. Meanwhile Spider-Ganger was launched across the room by one of Dagger's light daggers. Shriek tried to go help him but Cloak pulled her in. However she escaped and fired more sonics.

"You tried that cloak trick on me once," she said, "I won't let you try it again!" She launched more sonics at him, to the point where it was almost unbearable to both him and the building, for the rafters were beginning to crack. Dagger tried to run over and help, but the Ganger shot a web at her foot. She tried breaking out, but she started bleeding her strange glowing blood, for the webs had razor sharp sub-strands wrapped around them. Eventually she broke out, her ankle still bleeding, and went to help Cloak. However she was being pushed further and further back by all of Shriek's shrieks until she fell into Cloak's cloak.

"NOOOOOOOOO!" Cloak cried, "DAGGGGGGGGGGGERRRRRRRRR!" Just then the total toll the sonics had taken on the structure became apparent, for the roof was beginning to collapse. Falling debris piled up around our heroes. Eventually they were completely buried.

"No!" said Carnage, "The right to kill Spider-Man was mine, Shriek! You'll know what it means to cross Carnage!"

"Carnage," said Shriek, "baby, I-"

She was interrupted by Carnage saying "Welcome to the full glory of random lunacy, babe!" Before Carnage could slay her, Spider-Ganger shot a web and swung away with her. They were so busy trying to stay ahead of Carnage, they didn't notice the shadowy figure flying nearby.


	11. Chapter 11

Carnage had caught up with Shriek and Spider-Ganger on the roof of one of the World Trade Center buildings.

"You got some nerve, Shriek," said Carnage, "going out after Spider-Man alone."

Shriek started to reply "I-I-I thought it would make you hap-"

"You must have misunderstood, I wanted to KILL Spider-Man. I didn't just want him dead, I wanted him dead by MY hand. Do you know what the others will think when they find out my WIFE killed Spider-Man when I couldn't?" He reshaped his hand into a giant hammer and prepared to swing at Shriek. The Ganger tried to intervene, but Carnage knocked him off the roof.

"Doppy!" Shriek cried. she turned to Carnage. "I'm sorry!" she said to him. He reshaped the hammer back into a hand.

"I'm sorry," Shriek went on, "Spider-Man's gone and you're the happier for it."

"I suppose you're right." Carnage said, "But just remember, from here on in, there's only on frontman in this band, me!"

"Yes, my love. Play the right song and I'll follow you anywhere."

"That's more like it." Suddenly the Spider-Ganger was dropped back on the roof by an unseen force. It was missing its legs, but otherwise it was fine. There was a note on one of its leg stump.

It said "I enchanted his legs. They'll grow back in a day." There was no written signature, only a drop of a gold substance, similar in consistency to blood.

"Well," said Carnage, "looks like the family is all together again. Shall we go and... celebrate? Heheheh"

Spider-Man woke up again on the altar, this time wrapped in blue and black striped bandages.

"I made those bandages from parts of my cloak." he heard Cloak say, "But they are no substitute for proper medical attention."

"If only Dagger were here." said Spider-Man, "She could just throw a dagger at me and heal me up."  
"Yes. She was everything to me. But Shriek took her away from me! Shriek will pay!"

"Hold on, Cloak. First we need to rest. Then we need all the help we can get."

Mary Jane sat waiting for Peter to return. When she heard his footsteps she went to the door. When she opened it she found Spider-Man, mask off, holding his rib cage and wrapped in makeshift bandages.

"What happened?" said MJ.

"Carnage and company attacked me." said Peter.

"What?"

"I fought this weird lady and her Spider-Man doppelganger on the roof. The woman was Carnage's accomplice in the Ravencroft Massacre and his girlfriend. They knocked me off the roof. I was found by this superhero couple, Cloak and Dagger, who helped me out when the bad guys returned to resume the fight. Eventually they killed Dagger and buried Cloak and I under a bunch of rubble."

"Your injuries, do they hurt?"

"Only when I talk, or move, or think."

"It's not funny, Peter!"

"Yeah, that joke was uncalled for. Anyway, Cloak gave me these bandages. They'll splint and immobilize the area, and in a couple of days my ribs will heal. Then I have to go after Carnage, Shriek, and the Spider-Ganger again."

"But they nearly killed you!"

"Which is why I'll get all the help I can."

"Can't we take Columbus Ave. Jerry?" said a woman in a car in Central Park, "Central Park's too dangerous at night!"

"Oh my God," said a man in a sarcastic tone, "I'm scared! Oh my God! Geez Irma, we're in a car! What do you think's gonna-" he was cut short by the sound of tires popping and a deranged laugh.

"-happen?" Jerry finished. Suddenly a red, clawed hand burst through the roof. Irma started screaming.

"C'mon, folks!" said Carnage through the window, "Live a little!" He extended his arm and grabbed Jerry and pulled him out.

"Okay," said Carnage, "very little!" He proceeded to strangle him to death and drop him in the ditch.

"Real fair." said Shriek as she walked in, "After all that griping about how I was hogging the kills?"

"You know something," said Carnage, "you're right. Don't worry, there's another person still in there. Would you like to take care of the witness?"

"Okay." she let out a sonic burst, causing the car to flip over and skid along the street.  
"Hold up!" said a policeman as he arrived on the scene, "What the hell's going on here?" Suddenly Spider-Ganger jumped out of the tree and tackled the cop. There was a struggle, but eventually the policeman is killed.

"I could get used to this." said Carnage, "Bloodshed and chaos with the family. Let's go find some other folks to share it with."

"NO!" said a layered voice from the distance. Venom landed right in front of them.

"This ends now!" he said, "For every drop of innocent blood you've spilled we'll drink a gallon of yours!" The two symbiotic men fought tooth to claw. Eventually Carnage was pinned down. However before Venom could deliver the killing blow, Shriek fired some sonics, weakening the symbiote.

"It hurts, doesn't it Venom?" said Carnage, "It was so nice of you to drop by and visit with the family! And I thought you didn't care about me." Venom got up and went after Carnage but was attacked by the Ganger. He managed to throw him off, however. Suddenly Shriek fired another sonic blast.

"What's the matter?" said Carnage, "The big, bad Venom afraid of a little noise?" Shriek continued to sonic blast him, each one rendering Venom weaker and weaker.

Back at MJ's the couple sat watching TV. Suddenly they heard a knock on the door.

"I'll get it." said MJ, "It's probably my friend, Liz Allen. She just got out of a really bad break-up and is having a tough time."

"Okay." said Peter, "I'm gonna go change out of my Spidey suit so my identity will be safe." Peter got up and went towards the bathroom. Suddenly he heard MJ scream. He put on his mask and ran to see what was the trouble. When he arrived he saw Venom lying on the ground, barely conscious.

"Eddie!" said Peter, "What happened."

"Carnage." Venom barely managed to get out in reply.


	12. Chapter 12

"Eddie," said Peter at Mary Jane's house, "we might want to move this to my place. MJ's scared to death of you."

"Unsurprising." said Venom, "I'm sorry, Mary Jane."

Over at Peter's house, he and Venom discussed how they would take Carnage and his new 'family'.

"I already have another ally on our side." Peter said, "But I doubt he'll be enough, especially since Shriek killed the person who keeps him strong."

"He seems to be all we got." said Venom.

"True, but I'm sure there are a ton of vigilantes who would be honored to join us."

"But how do we find out about them?"

"We do what we can. Watch and listen to the news, use my police radio app, patrol, stuff like that." Peter pulled up the police radio app and listened in for anything. Eventually they heard a report.

"All units, please report to the corner of 44th and 42nd. Cardiac is attacking Steven Polk at a Polk Construction site. Repeat, all units report to the Polk Construction site on the corner of 44th and 42nd."

"Let's go!" said Spider-Man.

"Right!" said Venom.

"Expect no mercy, murderers, from the full vengeance of Cardiac!" said a man in a blue and white costume with white armor and moving ECG lines.

"But I had nothing to do with that ceiling collapse at the city hospital last week!" said a man hanging onto the edge of a steel girder.

"Your faulty workmanship resulted in that innocent infant girl being buried under a half-ton of rubble!"

"The material provider said it would be just as effective!"

"Did he? Or did he just say it was cheaper?"

"He-he, he didn't actually say it was as effective but I thought it was implied."

"Always make certain before you do!" Cardiac fired an electric bolt out of his staff, knocking the girder down. Polk would've died had Venom not caught it and swung to safety. Meanwhile Spider-Man confronted Cardiac directly. When they met face-to-face, however, Cardiac stopped in his tracks and his ECG lines changed.

"Sp-sp-spider-Man!" he stammered.

"Yes, it's me." said Spider-Man.

"You have no idea how much of an honor it is to meet you!"

"I get it! Why were you trying to kill that guy?"

"That murderer was too cheap to worry about safety concerns with the city hospital. The roof collapsed, killing a poor innocent baby girl."

"Okay, that's not murder, that's manslaughter. But I see you have noble intentions. I can help you get on the right track for a superhero. Would you be willing to help me take down some serial killers?"

"That would be an honor, Spider-Man."

"Okay, but I'll have to keep a close eye on you."

"Understandable."

"Freeze, Cardiac!" said a police woman's voice over a megaphone.

"I'll handle this, Cardiac." said Spider-Man. He jumped down to the cops.

"If you'd let Cardiac go in my hands, I'll help him out." said Spider-Man

"Should we?" said one of the cops.

"I don't know," said another cop, "the Daily Bugle is saying he killed Norman Osborn."

"Look," said Spider-Man, "I need all the help I can get to stop Carnage, and if I can get Cardiac off of his misguided trail, he could be quite useful."

"If he thinks he can do it I have faith." said one of them.

"Paddy," said another cop, "are you sure?"

"I'm the captain, here. And whether you like it or not I'm leaving Cardiac with Spider-Man."

"Whatever you say, sir." said the other cop. With that Spider-Man went back up to Cardiac.  
"You're clear." said Spider-Man.

"Great." said Cardiac, "Thanks." He pushed a button on his staff and it extended a pair of wings (for decorative reasons, they don't serve any other purpose). He grabbed it with both hands and pushed another button. The ends glowed blue and he started flying. Spider-Man and Venom swung after him.


	13. Chapter 13

Carnage, Shriek and Spider-Ganger were disposing of some newly killed skeletons when suddenly they were approached by a demonic being in a blue tunic with a tattered blue hooded cape. He had yellow crystalline spikes similar to his claws poking through his blue gloves and seemingly his pale green skin as well. His piercing eyes were a deep blood red. He was followed by a fiery bat-like creature.

"Greetings, Cletus Kasady." he said in a German accent.

"How do you know my name?" said a scared Carnage.

"I am the Demogoblin. Sent to Earth by Mephistopheles to spread fear and darkness." He approached Shriek.

"Such a beautiful monster." he said as he scratched into her face, causing her searing pain.

"Hands of the woman!" said Carnage. Spider-Ganger growled.

"Ah, my patient has fully recovered." said Demogoblin.

"Wait," said Carnage, "you were the one who enchanted his legs?"

"Yes. The droplet on the note I left was my ichor."

"What is causing this burning?" said Shriek.

"My skeleton, including my claws and arm spikes, is made of an acidic crystalline substance." said Demogoblin

"Why do you come before us, Demogoblin?" said Carnage.

"I was sent to this Earth to spread evil and death. And you seem to be wholly able to help me." he said.

"Why should we trust you?" said Shriek, "You are a monster, sent by the Devil himself!"

"I have the power of 1000 demons, I can help you spread the fear and chaos you seem to enjoy spreading."

"Forget it!" said Carnage, "I refuse to help a demon destroy the world."

"I'm not out to destroy the world," said Demogoblin, "I merely aim to show it the true meaning of fear. Also you have no choice."

"How so?" said Carnage.

"Hellbat!" said Demogoblin. The flame creature behind him pounced Carnage, causing the symbiote to ooze off of his chest.

"Fire," said the Demogoblin, "one of the symbiotes' only weaknesses."

"Argh!" yelled Carnage, "Alright, we'll help!"


	14. Chapter 14

"Let's see." said Spider-Man as he evaluated his allies, "We have a man bonded to a partially insane alien who wants to kill me, a man who has a couple weeks before he dies of lifeforce starvation, and a man who tends to go too far when fighting crime. We aren't exactly the best team."

"We're all we have right now." said Venom. Suddenly a demonic creature burst through the window. He wore a tattered blue cape with a cowl over his monstrous face. His blue gloves had holes in them along his forearms.

"Hello." said the monster in a German accent.

"What are you?" said Cardiac.

"I am the Demogoblin, sent to Earth by Mephistopheles to spread fear and darkness. I have allied myself with Carnage and am here to kill you all."

"Great," said Spider-Man, "another Goblin. I haven't even come to terms with what the first one did."

"This is going to be much worse than what Osborn did." said Demogoblin, "I have selected specific torturous deaths for each of you." He approached Cardiac.

"Elias Wirtham," he said, "the heartless vigilante." The Demogoblin put his hand to Cardiac's chest. When he removed it there was a ball of blue tinged light in his hand. Suddenly Cardiac's ECG lines changed. They were now getting less steep, as though his heart were slowing down.

"Looks like Cardiac is going into cardiac arrest!" said the Demogoblin before turning to Cloak.

"Tyrone Johnson," he said, "the man given the burdensome power of darkness. Let's see how much he can take." He threw a jack-o-lantern at Cloak, it laughing maniacally as it flew through the air. When it hit him it exploded, leaving a cloud of darkness surrounding him. Cloak fell to the ground, moaning, consumed by the darkness surrounding him.

"Peter Parker," the Demogoblin said to Spider-Man, "the man who loved so many and lost so much."

He scratched the side of Spider-Man's face with his acidic claws, causing a searing pain, whispering in his ear "Remember Gwen? Uncle Ben? your parents?" Suddenly Peter's mind was filled with torturous mental images of Carnage shooting Uncle Ben to pieces with symbiote guns, Gwen getting thrown off an extremely tall version of the George Washington Bridge by the Green Goblin, falling to pieces when Spider-Man caught her with his web, Aunt May dying in the hospital, Harry dying from a drug overdose, and Morbius tearing his parents' plane to pieces for the symbiote. At the same time the pain from the scratch was spreading throughout his body.

"You will die from the poison with which I laced my claws while looking back on horrible memories." said Demogoblin, "Ahh, Edward Brock Jr.. The Catholic addicted to darkness. No doubt you're feeling the lust for blood. Why don't you join us? Together we could wreak unchained havoc upon this world!"

"We only wanted this power to kill Spider-Man, we don't want to kill anyone else but him." said Venom, "And besides, Carnage hates us."

"But I'm sure he'd be willing to accept you if you impress him. Don't tell me you're not the slightest bit tempted."

"We'll join you."

"What are you saying, Eddie?" said Spider-Man through the agony.

"I'm not done, Peter." said Venom, "We'll join you when a symbiote evades a pursuing Xenophage!" He kicked Demogoblin into the wall.

"You're going to regret this, Brock!" said the Demogoblin. He opened his shoulder bag and a bunch of tiny versions of Hellbat flew out and surrounded Venom.

"ARGH!" cried Venom as he collapsed to the ground in agony. The Demogoblin cackled in glee as he hopped on Hellbat. However, he felt a cold hand around his ankle. He turned around to see Cloak, still collapsed from the darkness, trying to pull him in. Eventually, through the struggling, Demogoblin was finally under Cloak's cloak.

"You fool!" yelled out Venom, "Do you realize what you've done?"

"What did I do?" said Cloak in an even deeper voice than normal.

"Didn't you ever hear the legends of the Demogoblin? If it enters the Darkforce Dimension, it unleashes a force of nature too powerful to describe."

"What?"

"The Carrio-" Venom was cut off by Demogoblin escaping from under the cloak.

"You just unleashed the Carrion virus!" Venom finished.

"I've heard of that!" said Spider-Man, "In the legend of the Demogoblin, an emissary of God was sent to spare the world from his wrath. He, unaware of what would happen, threw the Demogoblin into a portal to Darkforce. When he escaped, he spread the Carrion virus throughout the world, zombifying about half the population."

The Demogoblin flew throughout the city on Hellbat.

Who should be the first one infected? he thought to himself. He looked around and came across a young man with brown hair.

"Perfect!" said Demogoblin. He swooped down at the young man and grabbed him by the collar of his shirt, taking him to the nearest rooftop.  
"Hello, Malcolm McBride." said Demogoblin, "Yes, I know who you are, but can you say the same about me?"

"You-you're the Demogoblin." said Malcolm, "My mother told me about you."

"So would you be frightened if I told you I was just in Darkforce?" Malcolm backed away.

"That's right," said Demogoblin, "I carry the Carrion virus, and I have chosen you be infected."

"No," said Malcolm, "I won't!"

"Oh, but you have no choice! One touch and you will be in my family. A delightful family, a powerful father, a mother who's always there for you, and two truly welcoming brothers." The Demogoblin reached out and touched Malcolm on the shoulder. He screamed in agony, collapsing to the ground. He began to decay before the Demogoblin's eyes. eventually he got up, staggering as he walked. He let out a loud moan, not from his mouth, but from holes in his decayed lungs. Malcolm McBride has become infected with the Carrion virus. Malcolm McBride is now a zombie.


	15. Chapter 15

"Eddie," said Spider-Man, "I need the symbiote to purge me of this poison."

"We cannot escape this." said Venom, "The symbiote is highly vulnerable to extreme heat."

"Well I'm going in, then!" Spider-Man crawled, still weak, through the blockade of hellfire bats.

"Now," Spider-Man continued, "I need a little bit of symbiote." Venom put his hand on Spider-Man's face and a little bit of symbiote got in the scar left by the Demogoblin. Suddenly the physical agony was over, though the painful memories remained. After that he let the symbiote out. Then he web slung up to the ceiling and shot some webs at Venom. He pulled him out, but not before the hellfire bats made a dome over him, through which Brock was pulled, but the symbiote remained inside. The bats packed in around the symbiote.

The last thing that was heard before they left was Eddie yelling out "NO!" when they killed the symbiote. Spider-Man jumped to the ground, taking Brock with him.

"Do you realize what you've done?" said an enraged Brock, "That was all that kept me alive since-"

His sentence was completed by Spider-Man saying "-It sucked out all your adrenaline and phenethylamine? Yeah I know."

"Then why did you let the symbiote die, when you knew it would kill me as well?"

"That wasn't the full symbiote. A small amount stayed behind in my blood." He picked up Cardiac's staff and pushed a button. It slid the grip down to the end and extended a blade from the side of the rest of the staff. Spider-Man wrapped his hand around the blade. When he removed it, a minute drop of symbiote came out of the resulting gash. It dropped on the floor and oozed towards Eddie. It covered him all over and he became Venom once again.

"The suit will fully regenerate somewhat soon." said Spider-Man, "Like maybe a couple days. AHH!"

"What is it, Peter?" said Venom.

"These awful memories Demogoblin planted in my head."  
"He said they're horrible memories, so look back on good memories." Peter began thinking about how much fun he had with his parents when they were still around, all those times Aunt May and Uncle Ben helped him in life, the love he shared with Gwen, and the possibility of weaning Harry off of oxycodone.

"Thanks, Eddie."

"Now what about the other two?" said Venom, gesturing towards Cardiac and Cloak.

"What if Dagger survived falling into Cloak's dimension? I mean her body does produce large amounts of lifeforce."

"It's possible."

"If she did, we can help Cloak. But the question remains, how do we get her out?"

"We'll go in."

"Wow. That's brave, Eddie." Venom shot a web at the ceiling and crawled under Cloak's cloak. Spider-Man grabbed the web so he could communicate with Venom.

Found anything yet? Spidey thought.

I see a small glimmer of light a little ways in. Spider-Man heard Venom think.

Do you think it's her?

Possibly.

Follow the light, then.

After a few minutes Venom sent another thought message.

I've got her. He thought/said.

Great, Spider-Man replied, Bring her out. Eventually Venom made it out with an unconscious Dagger.

"Tandy." said Cloak, still weak.

"Ty." Dagger said quietly.

"Well," said Spider-Man, "we have a solution for Cloak's torture, but what about Cardiac?"

"Stark." Cardiac barely managed to say, "Take... me... to... Stark."

"Let's go." said Venom.

Over at Stark Tower, Stark was conversing with Steve Rogers, better known as Captain America. They were interrupted by Spider-Man and Venom, with the unconscious Cloak, Dagger, and Cardiac in tow, arriving.

"Stark," said Spider-Man, "Cardiac needs your help."

"Get him over to the Beta Particle Reactor charging station." Tony said.

When Spider-Man got Cardiac to the charging station Stark did not hesitate to put him on the table.

"He has a Beta Particle Reactor for a heart." said Tony, "But it appears the energy that powered its energy production and its blood pumping has been drained. A quick recharge should fix that, though." He put a tube onto Cardiac's chest and pushed a button on the end. The tube started glowing bluish white and not long after, Cardiac was fine.

"Great," said Cardiac, "now what about Carnage?"

"I'd say we need more help." said Spider-Man.

"Hey," said Stark, "I have something that might help."

"Is it a suit of armor?" said Spider-Man.

"Yeah."

"I'll pass."

"I'll help." said Rogers.

"Thanks." said Spider-Man, "That's one more man on our team. But I still doubt we're a match for Carnage."

"Let's split up." said Dagger, now conscious.

"Great." said Cardiac, "But first, do you have enough power to help Cloak?"

"Not quite." said Dagger, "But I'll help him as soon as I can."

"Good." said Spider-Man, "Now split up."


	16. Chapter 16

(All scenes occur simultaneously in this chapter)

Daniel Rand was the sole heir to his father Wendell's fortune after his parents' death in a tragic expedition to the mystical city where his father grew up. He did not spend his spare time gambling and hitting on girls, however. He instead trained all day and night with his mentor, Lei Kung, in the martial arts. For by night he goes out as the vigilante ninja Iron Fist, continuing the legacy that started when the original Iron Fist defeated the dragon Shou-Lao (I anticipate him getting a solo film at some point with more detail on his origins). It is on one of these nightly patrols where he encounters Spider-Man for the first time. He ran across rooftops, sweeping the streets for criminal activities, until Spider-Man showed up unexpectedly.

"Konichiwa, Iron Fist-san." said Spider-Man.

"Hello, Spider-Man." replied Iron Fist.

"Let's cut to the chase. You heard of Maximum Carnage?"

"The killing spree?"

"No, the horror comic book. Yes the killing spree! Anyway, I need your help taking them down."

"I will."

"Thank you."

"Do not thank me, thank the responsibility to avenge the guilty that comes with the power of the Iron Fist." That instantly made Spider-Man think of Uncle Ben and briefly brought back the painful memories, but he thought of the sweet touch of Gwen's lips on his and he was fine.

Elektra Natchios flew through the room gracefully as she sliced open sandbags with her sais. After she landed she felt the presence of another person in the room.

"Hello, Elektra." said Cardiac.

"Who are you?" said Elektra.

"If you saw me you'd recognize me from the news." Elektra turned around.

"You're a wanted man, Cardiac." she said.

"Spider-Man tipped me off. Anyway, we need your help." replied Cardiac.

"With what?"

"Taking down Maximum Carnage."

"If you're here for my knowledge of ninjutsu, go see Iron Fist, he's a better ninja."

"He's on our list."

"Then go see Daredevil, then."

"One of our enemies uses sonics."

"Then it would be bad to have him."

"So are you in?"

"Okay."

The costumed vigilante Nightwatch stood on a rooftop, watching over the city, when Venom showed up behind him.

"What do you want, Venom?" said Nightwatch.

"We need your help taking down Maximum Carnage." said Venom.

"I will help you."

"Great."

"Though I doubt the power of this suit will be enough."

"Trust me, there are much more people helping us."


	17. Chapter 17

"Okay," said Spider-Man, "we have a team of eight, which should be a match for Carnage's family." Suddenly Spider-Man heard the sound of an E-Mail coming in on his smartphone. He pulled it out.

"I got an E-Mail alert from Google News." said Spider-Man, "That means there's a new Maximum Carnage attack." He pulled out his phone and opened his E-Mail.

"They're at the corner of 13th and Main." he said.

"Let's go." said Cardiac.

Carnage looked around him and saw corpses as far as the eye could see. This truly was the epitome of chaos. Suddenly Spider-Man touched down.

"This ends now, Carnage!" he said.

"I'm sorry," said Carnage, "but I'm afraid we have you outnumbered 5 to 1!" Shriek, Spider-Ganger, Demogoblin, and McBride gathered up next to Carnage.

"No." said Spider-Man as Captain America, Venom, Cardiac, Cloak, Dagger, Iron Fist, Elektra and Nightwatch suddenly touched down beside him, "We have you outnumbered, 8 to 5."

"Shriek," said Carnage, "you take the girl with the sais. Ganger, you take Spidey. Carrion, you take the one with the squiggly lines on his costume. Demogoblin, you take Venom."

"No." said Venom, "You're ours, Carnage!"

"Okay, Demogoblin takes the one with the target on his shield." With that, Demogoblin leapt at Capt. America, Spider-Ganger flailed his six, clawed arms at Spider-Man, Carrion staggered towards Cardiac, Shriek went after Elektra, and Venom tackled Carnage.

"I'm warning you, Shriek," said Elektra, "I trained with one of the most powerful ninja cults in the world!"

"That won't scare me!" said Shriek.

"It should." Elektra pulled out her sai and slashed at Shriek. She did indeed leave a somewhat deep mark.

"GRRR!" said Spider-Ganger as he pounced Spider-Man, clawing at his costume. However Spider-Man threw him off and stuck him to the ground with his webs.

Demogoblin threw pumpkin bombs at Captain America, but he didn't count on the strength of a Vibranium shield. Cap threw his shield, hitting the Demogoblin square in the face. Hellbat breathed hellfire on Rogers, but it only burned the costume some.

Carrion was a slow but tough fighter. However Cardiac was equally resilient, for his skin was fused with a Vibranium mesh. This kept Carrion's teeth from penetrating his skin and zombifying him. He pulled out his staff, activated the sword mode, and cut off Carrion's ams, causing him to fall to the ground.

Carnage and Venom fought like their was no tomorrow, nearly tearing each other apart. Carnage turned his hand into an axe and slashed at Venom, however he dodged it swiftly, retaliating with his own collection of symbiote knives, some of which hit Carnage.

The battle raged on for hours, causing major damage to the area. Some heroes emerged victorious from their on solo battles, some failed but survived. However, when Carnage pitched these people against each other, he forgot about Iron Fist, Nightwatch, Cloak, and Dagger, who all took him down together. Nightwatch's cape blinding him, Dagger's light daggers knocking him down, Iron Fist's powerful fists subduing him before he could get up, and Cloak's darkness weakening him. With Carnage incapacitated, the rest of the 'family' were without options and tried to leave, but Spider-Man shot a giant web net around them.

"They're all yours!" yelled Spider-Man to the cops.

Later after Kasady, now separated from the symbiote, and his cronies were taken away. The group of vigilantes prepared to head their separate ways.

But before Spider-Man and Venom parted ways, Venom said "Now that Carnage is defeated, I think we can finish what we started."

"Wait!" said Spider-Man, "What about all the innocent lives I've been saving? If you kill me, I won't be able to save any more."

"You're not the only superhero in the world."

"There are some people that other superheroes just can't save." Venom started thinking about what Spider-Man was saying.

"I promise I won't interfere with your life any further unless I absolutely have to." Spider-Man went on.

"Very well." said Venom, "We will spare you." And he prepared to leave.

"Eddie, wait." said Spider-Man.

"What? said Venom.

"I need help making an important decision, and you're the only friend I have here since Harry left for Europe."

"What is it?"

"Should I take things any further with MJ? I mean I chose to stay with Gwen and you know where that got her."

"If you truly love her, you must follow your heart."

"Thanks."

"Your welcome, my friend." and Venom left.

Peter went back to MJ's house.

"Hey, Peter." said MJ.

"I have something to ask you." said Peter.

"What?" Peter got down on one knee and pulled out a small red box with a slightly darker red spider-symbol (so it could only be seen in the right light), containing a real diamond ring.

"Mary Jane Watson, will you marry me?"

"I-I don't know what to say, except yes." They hugged.

The wedding was on the steps of City Hall, with judge Spencer Watson, MJ's uncle, presiding, MJ's friend Liz Allen as a bridesmaid, Eddie Brock as the best man, and Flash Thompson as a groomsman.

"Do you, Mary Jane Watson," said the preacher, "take Peter as your lawfully wedded husband?"

"I do." said MJ.

"Do you, Peter Benjamin Parker, take Mary Jane to be your lawfully wedded wife?"

"I do." said Peter.

"By the power vested in me by the state of New York I now pronounce you man and wife." said the preacher. Peter and Mary Jane kissed. (A heart shape in the likeness of Spider-Man's face appears on the screen in the background, but it is a visual metaphor, the characters cannot see it.)

THE END


End file.
